2016-01-26_REVISION - C1982056 (2)

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SURFACE USE AND SUBSIDENCE AGREEMENT THIS SURFACE USE AND SUBSIDENCE: AGREEMENT (this "Agreement"), dated and effective as of the S"of Noyemd)) e . 2015 (the "Effective Date"). is entered into b\ and between UNION PACIFIC RAILROAD COMPANN . a Delaware corporation (hereinafter referred to as "Railroad"), with an address of 1400 Douglas Street; Omaha. Nebraska 68179. and TWENTYMILE COAL, LLC, a Delaware limited liability company, with an address at 1951.5 Routt County Road 427, Oak Creek, Colorado 80467 (hereinafter referred to as "TMC"). RECITALS: WHEREAS, Railroad ovens and operates a railroad track known as the Energy Spur. a portion of which traverses Sections 10, 11. 14, 1; and 22 of 1 ownship 5 North. Range 86 Wesi of the 61h P.M., County of Routt. State of Colorado as generally shown on Exhibit "A" attached hereto and made a part of this A�(.reement: and WHEREAS, TM( . on behalf of itself and/or its affiliates. desires to mine under and subside the portion of the Energy Spur located generally between Mile Post 7.5 acid Mile Post 1) 5, on Railroad's Energv Spur (the "Project"), which portion overlies the L.ongwall Panels East through 9 East in the Wolf < reek Seam at the F'oidel Creek Mine as shoe -n on the mine plan attached hereto as Exhibit "A" (the "Project Area"). NOW, THEREFORE, the parties hereby nutuall\° agree to the following terns and additions: Demise. Railroad. icer arid in consideration of the covenant,. conditions. and obligatit_flns hereinafter contained. and other good and \ altlable consideration. the receipt and sufficiency of w-hich are hereby acknowledged, does hereby grant unto TNTC. for itself andior its affiliates. the right to subside portions of the Energy Spur overlying the Proiect Area. together with the right and privilege to enter upon and through the Energy Spur for the 'Fenn (as defined below) and purposes and upon the conditions and provisions herein set foltll. Terin. The initial term of this Agreement (the "Initial Term") shall be inr a period of' live (5) years and shall commence on the Effective Date and end at 11:59 I'M (IMULIntain time) oil the date that is the day prior to the filth annlversar� of the F.ffecti\c Date (the "Initial Expiration Date"): provided. however. that TMC shall have the right to exercise an option to rene\t this Agreement for an additional five (5) year period cornillenclllL, on the fifth anniversar\ of the Effective Date and continuing until 11: 9 PM (Mountain time) on the date that is the fifth anniversan of the Initial Lxprratlon Date (the "Renewal Terni") by deliverinu written notice of such renewal to Railroad at least ninety (90) da\s prior to the. Initial Expiration Date. 1 -he Initial Term and the Rene\kal Ternl. ifand \\ hell exercised. shall collectively be the "Term" Subsidence Agreement TMC -Ula DH-1'RP,W, `)